(iii) The Company's Authorised Capital comprises of two class of shares. The Equity shares have a par value of Rs. 10 each and Preference Shares have a par value of Rs. 100 each.

(iv) The Company has at present one class of shares i.e, Equity Shares. Each shareholder is eligible to one vote per share held and is entitles to dividend on approval by shareholders. The Company declares and pays dividend in Indian Rupees. In the event of liquidation, the holders of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.

(v) During the last 5 years immediately preeceding the balance sheet date, no equity shares has been issed pursuant to any contract without payment being received in cash. Further the company has neither allotted any shares by way of bonus shares, nor it has bought back any shares during the aforesaid period of 5 years.

(vi) No shares have been forfeited by the company during the year.

- Some employees have filed claims in various courts/legal forums against suspension/termination etc. and have sought reliefs. The ultimate liability, if any, with respect to these claims is currently not ascertainable and in the opinion of management, would not have material effect on the financial statements.

- Pending assessments/cases of Luxury Tax, Value Added Tax, Employees State Insurance and Provident Fund (in respect of contractual/casual workers), Service Tax, House & Water Tax etc., further liability, if any, is unascertained and will be provided on the finalization of assessments/ cases.

- The company had a property in Agra i.e. property no. 53A at Taj Road, adjacent to the present hotel property. The lease term of property no. 53A (land area 1.79 acres) has expired on 15.05.2021. The company never came in physical possession of this property even after its purchase and it is physically occupied by Army for which the company was getting minor rent of Rs. 131/- per month. Even that minor rent was stopped after the lease period of 90 years got expired. After that, the company got notice from Union of India-DEO claiming damages of Rs. 1,18,08,761/- from the company. As the company was neither getting any financial benefit from this property nor lease was being extended and the property was unproductive, during the financial year, the company protested the claim of damages and offered to surrender the lease and property to Union of India-DEO. The approval is pending from the Office of the DEO.

- Due to MPS non-compliance, BSE Limited, during the year, imposed fine of Rs. 9,55,800/- (including GST) till the period ending 30th September 2023 and further fine of Rs. 10,85,600/- (including GST) for quarter ending 31st December 2023.

Further notice for fine of Rs. 10,73,800/- (including GST) for quarter ending 31st March 2023 is received after the date of balance sheet. The company has intimated BSE that it has applied to SEBI for Voluntary delisting and waiver of fine due to MPS non-compliance and requested BSE to keep the fine in abeyance till the matter is finalized by SEBI. b. Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (as certified by the Management) Rs. NIL (2023 - Rs.1.87 lakh).

27 Debit and credit balances of parties in the financial statements are unconfirmed.

28 In the opinion of the Board, the assets of the Company, except stated otherwise, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated. All known liabilities are accounted for and all contingent liabilities are stated.

39.1 The Company had taken corporate steps for compliance with Minimum Public Shareholding (“MPS”) requirement, by passing a board resolution dated 27.05.2013 and shareholders' resolution dated 23.07.2013 for issuance of Bonus Shares to the public shareholders. After the Extra-ordinary General meeting held on 23.07.2013, the bonus shares could not be issued to the public shareholders as 62.5% of promoter shareholders did not relinquish their right to Bonus shares and thus could not maintain/comply with the MPS requirement. The said board resolution and the shareholders' resolution are also subject to status quo order dated 20.03.2013 in a civil suit filed before a Civil Court at Lucknow bearing Regular Suit No. 1574 of 2012, titled Birendra Kumar & Ors. Vs. Sushil Kumar & Ors.(“Civil Suit”). The said Civil Suit is filed by three members of the promoter group family against other family members wherein the Company is also a party to the same. The suit is presently pending adjudication.

39.2 Due to MPS non-compliance, Securities & Exchange Board of India (SEBI) vide its orders dated 04.06.2013 and 02.12.2014 has inter alia directed freezing of voting rights and corporate benefits with respect to excess of proportionate promoter/promoter group shareholding and issued other directions against the promoter shareholders and directors. To comply with the MPS norm, the company initiated voluntary delisting process in year 2022. However, delisting was unsuccessful. The Company has again applied to SEBI for allowing the company to go for voluntary delisting process. The decision of SEBI is awaited.

40 Both the Joint Managing Directors had raised concerns regarding working of hotels, certain/various aspects of management. One of the Joint Managing Directors filed a petition on 15.05.2015 before the Company Law Board (now the National Company Law Tribunal), New Delhi titled as Rupak Gupta & Anr. Vs. UPHL & Ors. against the Company and others under Sections 397/398, 402, 403 and 237 of the Companies Act, 1956 and Section 219 & Section 220 of the Companies Act, 2013 for oppression and mismanagement. The other Joint Managing Director has filed a reply to the petition on 09.05.2016 on behalf of the respondents -himself and has contested the Petition and denied all the allegations. The Petition is currently pending adjudication. A Management Representation has been given to the Auditors in this matter.

41 The company is yet to comply with the followings:

a) The Company is yet to comply with Regulation 38 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with regard to Minimum Public Shareholding (MPS).

b) The Company is yet to achieve 100 percent dematerialization of the promoters' shareholding as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The members of the Promoters/ Promoters Group are in the process of de-mating their shares.

c) Some of the Related Party Transactions (“RPT”) entered into by the company during the previous years and which are continuing in the current financial year could not be approved by the Audit Committee and Board of Directors, being part of a legal matter pending before the Hon'ble National Company Law Tribunal (NCLT) for adjudication. The Board of directors in its meeting on 20.08.2017 decided to defer the matter of RPTs till the final decision of the NCLT. These RPTs are not entered in the Register maintained under Section 189 of the Companies Act, 2013. As such, the Company is yet to comply with sections 188 and 189 of the Act and Regulation 23 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

42 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

43. Amounts are given in lakhs except stated otherwise. Previous year's figures have been regrouped / reclassified wherever necessary to conform to this year's classification.